2018 Guide to Effective Proxies

2.17.11 Shareholder engagement | 483 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES AvailabilityofCorporateGovernanceDocuments: WemaintainaCompanywebsitethatincludes,amongotheritems, theCorporateGovernanceGuidelines;theCodeofBusinessConductandEthicsapplicabletoalldirectors,officersand employees; the Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and other senior financial officers; and the charters for the Audit, Compensation and Nominating and Governance Committees. This information is available on the “Investor Relations” section of our website, www.amg.com , under “Corporate Governance—Policies, Procedures and Guidelines,” or for the Committee charters under “Corporate Governance— Board of Directors,” but is not incorporated by reference into this Proxy Statement. If we make any substantive amendment to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethicstocertainexecutiveofficers,weareobligatedtodisclosethenatureofsuchamendmentorwaiver,thenameofthe persontowhomanywaiverwasgranted,andthedateofwaiveronourwebsiteorinareportonForm8-K. InformationRegardingExecutiveOfficersoftheCompany The name, age (as of April 1, 2018) and positions of each of our executive officers, as well as a description of theirbusinessexperienceandpastemploymentduringatleastthelastfiveyears,aresetforthbelow: Executive Officer Information Name Age Position BiographicalInformation SeanM.Healey 56 Chairmanand ChiefExecutive Officer ForthebiographicalinformationofMr.Healey,see“InformationRegarding theNominees”above. NathanielDalton 51 Presidentand ChiefOperating Officer Mr. Dalton has served as President and Chief Operating Officer of the Company since 2011. Since 1996, Mr. Dalton has served in a range of senior roles with the Company. Prior to joining AMG, Mr. Dalton was an attorney at Goodwin Procter LLP, focusing on mergers and acquisitions, including those in the asset management industry. Mr. Dalton received a J.D. from Boston University School of Law and a B.A. from the University ofPennsylvania. JayC.Horgen 47 ChiefFinancial Officerand Treasurer Mr. Horgen has served as Chief Financial Officer and Treasurer of the Company since May 2011. Previously, Mr. Horgen served as Executive VicePresidentoftheCompanyinNewInvestments.PriortojoiningAMG, Mr. Horgen was a founder and Managing Director of Eastside Partners, a private equity firm. Prior to that, Mr. Horgen served as a Managing Director in the Financial Institutions Group at Merrill Lynch, Pierce, Fenner & Smith Incorporated. From 1993 to 2000, he worked as an investmentbankerintheFinancialInstitutionsGroupatGoldman,Sachs& Co.Mr.HorgenreceivedaB.A.fromYaleUniversity. HughP.B.Cutler 45 HeadofGlobal Distribution Mr. Cutler has served as Head of Global Distribution of the Company since March 2017. Mr. Cutler has over twenty years of experience in leading multi-region sales and marketing organizations across investment management firms, including Barclays Global Investors Ltd, Legal & General Investment Management Ltd., and Och-Ziff Capital Management Group LLC. In these roles, he had leadership responsibilities spanning across a broad range of strategies, products, client types and geographies. Mr. Cutler began his career as a consultant and actuary at Towers Perrin. Mr. Cutler is a Fellow of the Institute of Actuaries in the United Kingdom and received a B.Sc. in Mathematics with First ClassHonoursfromBristolUniversity. DavidM.Billings 55 GeneralCounsel andSecretary Mr.BillingshasservedasGeneralCounselandSecretaryoftheCompany since June 2014. Prior to joining AMG, Mr. Billings was a partner at Akin Gump Strauss Hauer & Feld LLP, where he led the firm’s investment funds practice in London. Mr. Billings received a J.D. from Harvard Law SchoolandaB.A.withhighhonorsfromtheUniversityofVirginia. 25 Total of 02 pages in section AFFILIATED MANAGERS GROUP, INC. Stockholder Engagement Participants TypesofEngagement TopicsCovered • MembersoftheBoardof Directors • ExecutiveManagement • InvestorRelations • Investorconferences • Earningsconferencecalls • One-on-oneInvestorconferencecallsand one-on-oneInvestormeetings • Outreach,callsandmeetingswith Investors’corporategovernance departments • AnnualvotesonDirectorelectionsand Say-on-Pay • Strategicandfinancialperformanceand goals,andbusinessinitiatives • Boardcomposition:qualifications,skills andleadershipstructure • Executivecompensationpoliciesand design • Regulatoryconsiderations • Riskmanagement,includingcybersecurity • Corporategovernancetrends,including ESGconsiderations In 2017 and 2018 year-to-date, we held over 300 meetings with our stockholders to discuss the Company’s performance and prospects, as well as trends affecting the investment management industry. We also conducted a specific outreach effort to discuss corporate governance issues as well as our philosophy and practices relating to our executive compensation program, and asked stockholders for input on our compensation program design and governance practices. This involved an outreach to over 200 stockholders, and correspondence and discussions with the corporategovernanceteamsatourlargeststockholders,aswellasmanyothers. Stockholder Outreach Initiative • Outreachtoover200stockholdersrepresentingover90%of ourvotingshares,includingdirectcallsandin-person meetings • Directanddetaileddiscussionswithourlargest institutionalholders,representingover50%ofvoting shares,includingmultipleroundsofmeetingsoverthe courseoftheyearwithseverallargestockholders • CompensationCommitteeChair,JideZeitlin,attended meetingswithtopinstitutionalinvestorsandamajorproxy advisoryfirm • Seniormanagementattendedmultiplein-personmeetings withmajorproxyadvisoryfirms The Board of Directors and its committees considered the feedback and input from this stockholder outreach effort. The Compensation Committee in particular solicited follow-up input throughout the year and into 2018 from top institutional investors and proxy advisory firms—reflecting a dynamic feedback process. The collective feedback and input was taken into account and is reflected in the decision-making process and the enhancements made to our governanceandexecutivecompensationprogramsthisyear,includingthosedescribedherein. Stockholder and Interested Party Communications: Stockholders and other interested parties may communicate directlywiththeBoardofDirectorsortheLeadIndependentDirectorasfollows: Stockholder Communications BoardofDirectors AnycommunicationstothefullBoardof DirectorsmaybedirectedtoMr.Billings, GeneralCounselandSecretaryofthe Company,whowoulddiscussasappropriate withtheBoardofDirectors DavidM.Billings AffiliatedManagersGroup,Inc. 777SouthFlaglerDrive WestPalmBeach,Florida33401-6152 LeadIndependentDirector Astockholderorotherinterestedpartymay communicatedirectlywithMr.Ryan,the LeadIndependentDirector,bysendinga confidentialletteraddressedtohisattention PatrickT.Ryan,Director c/oAffiliatedManagersGroup,Inc. 777SouthFlaglerDrive WestPalmBeach,Florida33401-6152 24 2.17.11 Shareholder engagement Companies have long engaged in the traditional investor relations dialogue about company strategy, performance and outlook. Each year, though, more companies are discussing their corporate governance, executive compensation programs and sustainability with proxy voters and governance heads at their major institutional investors, as well as with the proxy advisors themselves (in particular, ISS and Glass Lewis). Many companies are engaging proactively and outside of proxy season to explain their practices and to better understand investor/voter views and their informational needs. Maintaining an ongoing dialogue can help companies anticipate hot-button issues before they lead to negative proxy votes, while sharpening communications to better meet investors’ informational needs. In addition, Dodd-Frank requires companies to explain if and how they take into account one year’s Say on Pay vote in making the following year’s compensation decisions. Proxy advisors and investors expect that companies experiencing poor (i.e., under 75% or 80%) Say on Pay support will conduct post-shareholder-meeting investor outreach; they also expect companies to disclose the scope of these activities, any feedback obtained and any changes to their compensation and governance practices made in response to investor feedback.